THE  PROOF  IS  IN  THE  FREE  TRIAL  OFFER  RESULTS
"NO  OUT  OF  POCKET  COST"
TWO  SIDES  OF  THE  COIN:

1.     The  HVAC  Company  does  not know PSI and has obvious questions on PSI's
ability  to  perform,  before  committing  itself to spend money on the program.

2.     PSI  does not know the HVAC Company and is very concerned and cautious in
providing  what  it  considers  to  be proprietary marketing information without
a  signed  agreement  to  receive  payment  for  services  rendered,  in  place.

SHORTENING  THE TIME OF DUE DILIGENCE FOR EACH PARTY TO BECOME COMFORTABLE 1S OF
SOME  IMPORTANCE,  THEREFORE,  THE  FOLLOWING:

The  HVAC  Company  will  execute  an  agreement  of confidentially and provides
to  PSI,  an executive summary on itself for approval of the ;funding entity and
basic  information  on  Utility  Company  rates  in  the area. Additionally with
information  on  a selected site mechanical infrastructure, along with copies of
the  site's  utility  bills.

PST  will  analyze  the  information  and  provide  the  HVA.C  Company with the
site's  preliminary  proposal.

The information provided will be self evident as to PSI's expertise. If the HVAC
Company  decides not to move forward with the client,  the HVAC Company owes PSI
nothing,  unless they violate the provisions of the Aforementioned  agreement of
confidentially.

To move  forward  with the  client,  the HVAC  Company  executes  the  Exclusive
Representation  Retainer  Agreement,  sends the first  weekly check and PSI will
move forward on the submittal of the sits preliminary proposal  Additionally PSI
will establish a working  relationship with the specified HVAC employee in order
to fully implement the marketing program, and will ,process information on added
potential site placements when and as submitted by the HVAC Company.

The desired results do absolutely happen because they are driven by the Economic
benefits to the site. The desired results do not happen  overnite,  it is a long
term program,  where each stage  automatically  sets up the next stage. The tune
frame is dependent  upon how our proposal  fits into the various  site's  normal
agenda decision making process.

LICENSOR  (PST)  -  LICENSEE  (HVAC)  CONTRIBUTIONS
(LICENSOR)

PSI  provides:  Expertise,  OEM  supplier  of  equipment  and  systems.
Expedites:     The  Marketing  Program  and  all  necessary  paperwork.

Detailed  feasibility  study,
Preliminary  proposal  to  site,
Financing  of  Rental  Agreement,
Purchase  Order  to  perform  work.
Final  proposal  to  site.

(LICENSEE)

HVAC provides:  Name,  address & phone numbers of local  utilities and copies of
the natural gas and electric utility rates. One person assigned to work with PSI
Inventory potential site,  mechanical  infrastructures  Provide one copy of each
site's  utility bill,  electric,  gas,  water and oil  Installation  and ongoing
preventive maintenance

(LICENSEE)

HVAC  receives:  Profit from the original  installation  Minimum 5 year up to 20
years  preventive  maintenance  revenues.  After  the  first  5  years,  partial
ownership of the system on site and monthly  revenues  thereafter in addition to
the monthly preventive  maintenance revenues.  Exclusive  representation in your
area.



WHAT  MAKES  IT  WORK?
METHODOLOGY  OF  THE  DESIGN  TO  ACHIEVE A "NO OUT OF POCKET COST" INSTALLATION

Assumptions:

1.    A  large  commercial  Electric  user,  served  by  Natural Gas or on their
distribution  lines.

2.     On  the  Standard  or  TOU  electric  rate.  The  standard  large user or
TOU  electric  rate.
Implementation:

3.    The  installation;  must be structured to operate within the Rate Category
most  favorable  for  economic  benefits.

4.     An  Electric  Company computer comparison between the selected STANDARD &
TOU  or  other  rates  for  the  prior  12  months,  will  be  requested.

5.     Where  applicable,  the  appropriate  amount of heat recovery and/ or ice
storage  ton/hrs  will  be selected to achieve the optimum cost effective demand
reduction  Natural  gas operation coupled with float Recovery, Desiccant Systems
and  Induction  Electric  Generation  will  be utilized to maximize Peak Saving.

6.     A  building  load  profile  will  be  developed  to determine the optimum
economics,  cost/savings/  &  rebates.

7.     Following  a  Power  Save  Economic  Feasibility  Study Analysis, natural
gas  fueled  and other equipment will be selected and integrated to maximize and
offset  KWD  and usage, utilizing heat recovery and demand reduction through the
weekly  peak  hours,  with  the  related  higher  peak KW cost during that time.

8.     The  PSI  printout  will  be  completed to determine the added gas fueled
economics,  heat  recovery,  cost,  savings  &  rebates.

9.     The  site  will  be  studied  to  firm up design requirements, layout and
installation  logistics.

This  Design  Plan  Accesses;
Potential  Feasibility  Fees,  Electric  and/or  Gas  Rebates.
Electric  Company:
Gas  Company:
The  Electric and Gas company each have their own design criteria and parameters
which  must  be  followed  to  qualify  for  payment.